Common use of Organization; Subsidiaries Clause in Contracts

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary and where the failure to so qualify or be licensed would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary and necessary, except where the failure to so qualify or be licensed would not not, individually or in the aggregate aggregate, reasonably be expected to have a Material Adverse Effect. A correct and complete copy of the bylaws of the Company as shall be in effect as of the Closing is attached hereto as Exhibit D (the "By-Laws").

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, business and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary and except where the failure to be so qualify qualified or be licensed would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary and necessary, except where the failure to so qualify or be licensed would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Organization; Subsidiaries. (a) The Company is a corporation duly -------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary and necessary, except where the failure to so qualify or be licensed would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Organization; Subsidiaries. (a) The Company is a corporation -------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary and necessary, except where the failure to so qualify or be licensed would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Organization; Subsidiaries. (a) 5.1.1 The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware; (ii) has the requisite corporate or other power and authority to own, lease and operate its assets and property and to carry on its business as it is now being currently conducted. The Company ; and (iii) is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), business in each jurisdiction where the character of its assets owned the properties owned, leased or held under lease operated by it or the nature of its business activities makes such qualification necessary and under applicable Law, except where the failure to be so qualify or be licensed qualified would not individually or in the aggregate reasonably be expected to have result in a Company Material Adverse Effect.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified and or licensed as a foreign corporation to do business, business and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where in which the character of its assets owned property owned, leased or held under lease operated by it or the nature of its the business conducted by it makes such qualification necessary and or licensing necessary, except where the failure to be so qualify qualified or be licensed in good standing would not not, individually or in the aggregate reasonably be expected to aggregate, have a Company Material Adverse EffectEffect (as defined below).